Magnetic Attraction
by Cainwood
Summary: A pretty self-indulgent fic about the two redheads meeting on better terms and Pyrrha using her polarity on Penny for an intimate interaction they share. Very smut-filled in the second half. (Penny x Pyrrha)


_AN: A Penny x Pyrrha story, half because I miss them and the other half due to wondering what kind of experiences and trouble they could get in together._

 _Pyrrha's polarity and Penny being made out of metal was a lot of fun to play around with in this story, so I hope you enjoy it as much as I enjoyed writing it!_

 _Reviews are always really appreciated, thanks for reading!_

* * *

As dusk set on the serene atmosphere of Beacon Academy, a brilliant hue of pink and red washed over the vibrant school, marking the end of the day.

It was the eve of the legendary semi-annual Vytal Festival, and the excitement around the school was contagious among lower and upperclassmen alike. Almost every team in Beacon Academy would be participating in the matches, and no competitors other than Team RWBY were more excited for this opportunity to test their skills.

Teams all across Vale had been preparing year-round for the matches, all in hopes of becoming champion of that year's festival. The honor itself was rarely matched across the nation of Vale, and any student that proved themselves worthy of the title would undoubtedly be revered as a powerful and influential Hunter/Huntress for the rest of their lives.

Already, many students had retired to their rooms after the underwhelming dinner of fruit and club sandwiches, much to the dismay of the carnivorous - and unsatisfied - Nora Valkyrie. Competitors in the festival aimed to get the best night sleep possible for the best odds of winning in the tournament and succeeding in their battles.

However, a lone Amazonian woman stood tall on the grounds of Beacon, her red hair fluttering behind her shoulders in the breeze.

Pyrrha Nikos.

The warrior Huntress breathed heavily, gripping her sword and shield tightly.

"Again."

Once again lowering herself into her battle stance, Pyrrha glared at the imaginary enemies that stood before her. Although many of the students at Beacon Academy saw the Festival Championship as something they could work towards, Pyrrha felt differently: she felt like it was _necessary_ for her to win.

All of her life, she had been the perfect example for everyone to follow. She always had an image to uphold, people to impress, and classmates to protect. And in a situation such as the Vytal Festival, she could not falter. Her pride and reputation could never afford it.

Pyrrha was deep in focus with the new attack strategies she had been practicing specifically for the event. With a swift motion, she rolled horizontally and slashed the air with her sword. She stood in an extended position for a moment, before retracting back onto her feet.

The redhead stretched side to side, visibly content about her training. She clutched her left shoulder blade, the stress of her training building up in her shoulders and neck. She had never quite been this nervous about anything in her life, but ever since becoming a member of Team JNPR, she refused to allow herself to let down her new family and friends.

Pyrrha slipped her shield off of her left arm and clutched the cold metal. Lining up the shot with her eyes, she pulled her arm back and let out a faint grunt as she flung the protector directly at one of the tall trees that stood proudly across the grounds of Beacon.

The metal splintered directly into the thick oak, wedging itself into the trunk. It was a direct hit, and she was proud of it. However, Pyrrha neglected to consider how difficult it would be to actually get her shield _out_.

She glanced around. Although her teammates and Team RWBY were aware of her semblance, the majority of the other students had no idea she could harness the power of polarity as hers, and she would like to keep it that way.

Lifting her left hand from her side, she took a deep breathe. Summoning the power of her semblance, Pyrrha's hand illuminated a faint gray to pull her shield back to her.

The metal did not react at all to her powers.

Confused, Pyrrha focused more of her energy into her ability. Her polarity powers usually worked immediately on objects such as her equipment, but the shield remained wedged in the tree, completely unaffected by her semblance.

Pyrrha gritted her teeth, harnessing the entirety of her power to return her shield back to her. As she amplified the magnitude of her strength, she saw the metal began to move ever so slightly. Yes, she was finally able to-

 _*Kthunk!*_

With a crash, a heavy object was now pulled directly onto her forearm, yet the shield remained completely wedged in the tree.

Pyrrha blinked.

 _What in the world is this?_

As she slowly turned her head to face whatever had attached to her polarity, two large green eyes stared right back at her.

"Salutations!"

Pyrrha screamed, violently shaking her arm to try and get this strange short girl off of her. All she did was laugh.

"Woah-oh-oh slow down! Hahaha!" Penny giggled, treating the Amazonian woman's attempts to detach her as a fun game.

Still terrified at what had just unfolded, Pyrrha stopped shaking the smaller redhead and instead desperately searched for what was keeping this girl hooked to her. Penny wasn't clutching her arm, intentionally hanging on Pyrrha, or anything. She was just _stuck_ there.

"H-How are you doing this? Wait, are you attacking me?"

Pyrrha questioned, more confused than scared at the small girl on her arm who was smiling back at her.

"Attacking you?" Once again, Penny began laughing. However, it sounded extremely… off, to Pyrrha. She had never heard someone laugh in the way the girl had, and it sounded like it had some type of electronic reverberation to it.

Penny continued. "No silly, I'm just 'attracted' to you!"

She winked at her, pointed finger guns at her as if she just made a really clever pun.

 _Oh gods. Who taught her how to do that?_ Pyrrha groaned.

Finally, Penny pointed down at Pyrrha's glowing forearm. Without a second thought, Pyrrha dispersed her semblance and her glowing silver light faded away.

With a heavy thunk, the girl had dropped off of Pyrrha's arm and onto the grass that surrounded them. As Penny stood back up, she wiped the grass and dirt that covered her green and gray dress off of her and once again looked up at the taller redhead.

Pyrrha didn't know what to make of this small, lost, apparently metal girl that stood in front of her.

"Hello! I'm Penny! What a quaint little device on your arm to bring… 'humans,' directly to you! Must help in combat, doesn't it?"

Penny stuck out her hand high and a large, genuinely excited smile lit up her face.

Pyrrha nearly got whiplash from how unfazed this girl in front of her appeared to be. She didn't know who - or what - Penny was, and decided to very cautious in finding out.

"Um, hello! My name is Pyrrha. Pleasure to meet your acquaintance."

With a hesitant motion, she reached forward and shook hands with the girl in front of her. It was strange; her hand was warm and certainly felt like a human's. Yet… why did her polarity work on her?

Penny put her arm back down to her side, still with a wide smile on her face. Pyrrha politely returned a kind but awkward half-smile back.

"You never answered my question, Pyrrha!"

The redhead was caught off guard by Penny's questioning. The girl had actually thought that Pyrrha's semblance was actually a device on her arm that attracted humans, not metal!

 _I-I can use this to my advantage!_ She thought to herself. That would avoid the questioning of metal and revealing her semblance! It was perfect.

"Y-Yes! You are right. I have a machine right here that attracts h-human beings only! Nothing metal!"

Pyrrha was screaming internally.

Penny did a baffled 1000-yard stare right through Pyrrha, seemingly not buying her lie. However, Penny had an amazing idea of her own: This could be her chance to convince someone how much of a "human" she truly was! She figured the better she could blend in among people, the easier it would be for her hiding the fact that she was a robot.

"Oh that is sensational!" Penny started. "It is amazing that it attracts real life human beings, such as myself! It is so wonderful breathing air, having natural organs, and eating food!"

Pyrrha didn't know whether to keep the conversation going or start running in the other direction. She _knew_ something on Penny had to be metal due to her polarity semblance, and she was suspecting now more than ever that Penny wasn't what she seemed to be.

Pyrrha pressed on.

"So um, Penny, I must ask: are you carrying anything metal on you? Silly question, I know!"

Penny cocked her head to the side, trying her best to act confused at the thought of having any sort of hardware on or _in_ her. She had to think of something a human would say, and fast.

"Nope! Just… silly little fragile human me! Can't wait to awkwardly stand around and wait to slowly die!"

At this point Pyrrha was convinced.

She let out a deep sigh.

"Penny, you may drop the act. I understand what you are now."

Penny felt something deep within her chest. Was this… fear? Again? She hadn't quite experienced this ever since she had saved Ruby from the truck that nearly took her life all those weeks ago.

"I-I don't understand my friend Pyrrha. What act may you be talking about?"

Pyrrha looked down towards her left forearm again, then back at Penny, who was standing no more than a foot or two in front of her.

 _Do I tell this absolute stranger girl what my semblance truly is? I have tried so hard for so long to keep it a secret, all for this?_

Pyrrha thought to herself, putting her hand on her chin in contemplation. Although the Penny girl was strange, she felt as if she could trust her. She didn't quite know why yet, but she knew there was only one explanation for why Penny had been magnetically attracted to her… And she needed to hear the reason for herself.

"Penny, this is not a machine that attracts humans." Pyrrha gripped her left arm. "This is my semblance… And my semblance is polarity. I can attract metal and move it in any way I want."

Penny's eyes widened. She had to find a cover, fast.

"W-Well, that is a good thing Pyrrha! Because I am 100%-"

Pyrrha's forearm glowed silver once again, and Penny immediately snapped onto it, the latter's arms still down at her sides.

"-human."

As Pyrrha stared into the eyes of the metallic girl that was was completely stuck onto her, Penny began to panic.

"I-I can explain! It's not what you think! Please please please don't tell anyone!"

As the robot girl desperately flailed around while being lifted off the ground, her irises began to open and close as if they were shutters in a camera. Seeing how freaked out the girl had became, Pyrrha released her polarity and set Penny down, who was now on the ground frantically begging her not to say anything.

Pyrrha knelt down next to the A.I. and held her shoulders as Penny began to sob.

"Penny, please relax! I wouldn't dare say a word. Your secret is safe with me. I just wanted you to be truthful with me, that's all." She tried to comfort her new friend. "I've just… never met anyone like you."

Slowly through the tears, Penny lifted her head to make eye contact with the tall redhead that knelt before her. Pyrrha gave a gentle smile towards her.

"Come with me, okay? I have a fair share of secrets I can share with you, one being how I found out yours."

Rising to her feet, Pyrrha extended her hand out to her. She didn't quite know why, but this mysterious, cheerful girl was someone she wanted to learn more about. She wasn't like the brutal fighting robots she had seen in Ironwood's fleet, but so much closer to a living, breathing being.

Penny accepted, clutching tightly onto Pyrrha's hand.

* * *

In the quiet, dimly lit setting of the Beacon Housing Complex, Pyrrha leaned back onto her bed and against the wall. Penny was sitting perfectly cross-legged parallel to Pyrrha, and the two had engaged in a lengthy conversation regarding themselves and their metallic-based abilities.

Although she was hesitant at first, Penny had delved into her past of being built, being the first A.I. to obtain an aura, and her attempts of blending in at Beacon Academy. It was something she had barely grazed when she had saved Ruby and revealed it to her that fateful day, but Penny never quite had someone she could truly confide in.

Although she had talked often with her creator and General Ironwood, her main purpose was that of a fighter. Her main intention of being built was to serve as a synthetic huntress capable of protecting a full civilization from Grimm that wished to harm its citizens. However, Pyrrha revealed a side Penny had trouble exploring with others: her social abilities.

Penny's personality was… rigid, to say the least. Although she had made strides in blending in more and more as a human, she was a programmed and hardwired A.I. at her core. It was true she had her own conscious, personality, and aura, but she was always accompanied by General Ironwood or her guards. It was only today during the preparation of the Vytal Festival that she was able to roam freely without any sort of protection, and Penny was making the most of it with Pyrrha.

It wouldn't be long before the Festival would begin the next day and Penny would once again be under General Ironwood, but this night was hers.

On the other hand, Pyrrha had completely opened up to her new friend. She had talked about the inferiority complex that everyone around her has compared to her, and how alone she had felt her whole life because of it. She had a feeling Penny needed this talk almost as much as she did.

Pyrrha laughed, cherishing the conversation with Penny. "Oh I don't know… When everyone puts you on a pedestal your entire life, you don't quite get moments like these with others too often."

She recalled discovering her semblance when she was little after dropping her fork on the ground, and told stories about the fights and training she had up until that point. How sometimes it all became too much… But when she looked at her teammates and friends, it all became that much more worth it.

Penny gripped her lower leg. "I know exactly how you feel Pyrrha, General Ironwood calls me a 'Stone Cold Killing Betty,' but I always have to tell him that I want to be called Penny instead!" She laid back on Pyrrha's bed, defeated. "When people treat you like a killing machine, they never see you as anything else."

Those words struck her harder than any sword, arrow, or Grimm could ever hope to in her life. It resonated with how people there at Beacon saw her, and what better person to capture that sentiment than a literal killing machine?

Pyrrha came to a realization: They were both "made" for a purpose, and she had more in common with this adorable mechanical girl than any Hunter or Huntress she could ever meet at Beacon.

Pyrrha brushed a strand of hair behind her ear. With Penny still laying on her back, the redhead slowly traced her hand down her leg and closer to her new friend just inches away from her. Softly, she trailed the pads of her fingers across Penny's warm, slender hand.

It was soft.

Almost as a reflex reaction, Penny's hand suddenly jolted at Pyrrha's touch. The Amazonian woman withdrew her hand, embarrassed.

"S-Sorry! I was just curious, I guess, if your hands felt like… like-"

"Like a human's?" Penny finished Pyrrha's question, sitting up to face the girl. Pyrrha slowly looked back towards her friend, hoping she hadn't struck a negative chord with her.

"I'm sorry. I wanted to see what it was like but… I know you must be sensitive about it. I understand it must be hard trying to blend in all the time."

Penny shrugged, a soft smile returning to her face.

"It's okay, Pyrrha! Truth be told, most humans are too worried with their own issues to ever notice that I'm an A.I.! I mean, I'm sure you could've lived the whole rest of your life without ever knowing I was all metal if you hadn't pulled me your way!"

Penny laughed. "Why yes, I'm sure you could say it was pure attraction at first sight!" She softly nudged Penny on the shoulder.

Penny beamed, for no other reason than Pyrrha firing her own joke back at her. Humor was not heavily programmed into her circuitry, but it was something Penny had gradually been learning during her time in Vale.

Slowly reached out her hand, Penny pulling up her sleeve to expose the bare skin of her wrist. She had decided to trust her.

"Would you… Like to feel what I'm made of? I'm one of a kind, after all."

Pyrrha's eyes scanned the realistic skin that coated Penny's body, tracing her eyes up her body to meet her eyes once again. She smiled.

"You certainly are, Penny."

Leaning in to get a closer look, Pyrrha tenderly wrapped her hands around Penny's left forearm, one stray thumb brushing against the palm of Penny's hand. Slightly tilting her head to the side, Pyrrha turned over Penny's arm to her exposed wrist where, instead of where the blue outline of veins would be, faintly glowed blinking green circuitry through the skin.

Again, using the pad of her thumb, Pyrrha gingerly traced her digit down from her wrist and along the light of the circuitry buried deep within Penny's body. The warm skin pulsed slightly, and Pyrrha was astounded at the body heat and composure the A.I. girl could maintain.

Penny's lip quivered. Her face burnt a deep red, to which the AI had attributed to her circuitboard overheating. But something felt so different than anything she had ever felt before in her lifespan: Pyrrha.

Although Penny was a robot, her creator had imbued in her every component necessary to be as close to a human being as possible. For example, Penny's nervous system was fully intact and could be turned on, off, or adjusted entirely at will with a code. Along with this, Penny always had the option to eat and taste, although it would be directly no benefit to her. Because of this, Penny had a function that produced artificial saliva and, although in theory unnecessary, reproductive organs made entirely out of synthetic material.

Although General Ironwood would never allow her to override the permanent lock on her nervous system in case of a sudden Grimm attack, tonight Penny had completely shut down the lock sequence to see what a human felt like on her bare skin. Just this once.

The result had led to something Penny had never experienced before. The warm, soft skin delicately caressing hers, the faint breathe of the beautiful redhead on her body, and the tender care that went into cradling her exposed artificial flesh.

What Penny felt was attraction, but not quite in the magnetic sense like how they first met.

It was attraction that wanted more.

When Pyrrha gazed back up at the orange haired A.I., the latter had been taking in every trace and velvety touch Pyrrha had given her arm. Unbeknownst to the Amazonian redhead, the A.I. had been slowly cranking up the sensitivity of her nervous system so that every little impact of Pyrrha's body touching hers had been magnified tenfold.

Pyrrha grinned, watching how flustered and amazed the mechanical girl was getting at every touch she had given her. She decided to be coy.

"How does this feel, Penny?"

The redhead used her fingernails to lightly move up and down Penny's forearm, sending shockwaves through the A.I.'s body. She whimpered softly at the touch, trying to keep in the sighs of pleasure she so desperately wanted to let out.

Penny knew she had overdone it with the added sensitivity to her nerves. This was her first time ever really feeling a human being, but she had no idea they could feel so _good_ … It was like her most vulnerable nerves were screaming at every brushstroke Pyrrha painted on her body… and they screamed for more.

Penny didn't want to back down, as she knew she would never get another experience to be alone like this with another human being again. And when Ironwood would find out she overrode her nervous system lock… that would spell disaster for her. She knew she had to make the most of this night.

"It-It feels really good, P-Pyrrha.." Penny's voice shook upon saying the words, her face overheating even more than before.

Pyrrha bit her lower lip lightly. It wasn't often or, ever, that she had given someone else so much pleasure other than herself. No one had ever truly approached her or had been intimate with her before, and her being touch-starved and stressed to uphold her reputation ever since arriving at Beacon Academy was pushing her over the edge now.

She saw an opportunity. And like her destiny, she seized it.

"Oh?" She lifted an eyebrow seductively, both hands still clasped onto the A.I.'s forearm. She slowly lifted Penny's wrist to her mouth, breathing lightly on the nook of the exposed skin tucked under her palm. "And tell me how this feels, love."

Tenderly, Pyrrha's mouth brushed against Penny's wrist before landing her lips on her skin with a kiss. Penny's body trembled, half from the site of the gorgeous woman being intimate with her and the other half from the sensation of the warm, soft, wet skin being planted onto hers.

Knowing how much this would send her partner over the edge, Pyrrha planted several more passionate kisses on the A.I.'s body before tracing her tongue up her palm, completely enveloping the girl's thumb in her mouth. Pyrrha whirled her tongue around the soft figure of Penny's digit and slowly pulled her mouth off of her now drenched thumb, leaving a light kiss on the tip.

Penny could feel herself drooling down the corner of her mouth, and her body moving in ways she had never felt before. Her abdomen and mind were being rushed by the amazing feeling of the dominant redhead, and she wanted nothing more than to take in every aspect of these sensations.

As Pyrrha slowly pulled away from Penny's hand with the same seductive, coy look on her face, the A.I. knew it was time to take manners in her own hands. Turning her wrist towards her partner's chest, Penny slowly reached down and grabbed the redhead by her metallic collar piece. She tugged softly, gradually bringing Pyrrha almost mouth to mouth with herself. However, the fiery redhead stopped just short of her lips, knowing how much Penny wanted her.

Pyrrha lowered her eyes, watching her still breathing heavily from her nerves being shot.

"My my, aren't you excited, Penny?"

Penny bit her lip. There was no pre-written code to determine what she should do next. All of her hardwiring for battling and human interactions had never prepared her for this moment. There was nothing in her archives about intimacy and romance; no, she knew she had to take a chance and do what felt right. She knew no other way.

Penny reached her hand across Pyrrha's temple and lightly brushed the thick ember hair behind her ear. Surprised, Pyrrha's diverted her eyes and her cheeks grew almost as red as her mane. She was gradually losing her dominance in the situation, and Penny gladly took her place.

The A.I. closed her eyes, losing sight of the woman before her. Her mind ran blank, and her other senses took over to slowly guide herself in for a kiss. The static in the air was enough to make Pyrrha almost whimper in anticipation, both of them waiting for the feeling of one another on their touch-starved skin.

As their lips brushed faintly against each other, a soft moan escaped from the Amazonian girl's mouth, as it had both been their first kiss. Pyrrha's mind whirled a vivid technicolor, as if her whole black and white life had just been painted over with brilliant hues of colors she had never seen before.

Using her semblance, Pyrrha lifted her hand and clutched onto Penny's bodice, pulling the A.I. deeper into a kiss using her polarity. Penny gasped through the embrace of their lips, surprised at the control her partner took over her.

Relishing every moment Pyrrha took exploring her, Penny gradually raised the sensitivity her nervous system had denied her of for all her life. Every little movement of her mouth against hers was amplified into a steamy mind-blur, and she had difficulty fighting her impulses when they were as intense as this.

Opening her mouth wider, Pyrrha used her tongue to tease the sweet robot girl, who was almost bursting from the sensitivity of the make out session. Penny pressed harder against her partner, allowing her tongue on attack to lash back at her partner. Pyrrha moaned at the reversal.

Her face burnt. Her mind whirled. Her hands were shaking. Yet, Pyrrha had never felt more alive. This experience was all hers.

Still deadlocked in a heated battle between their lips and tongues, Penny threw her arms around Pyrrha's body and pulled her in close by the back of her neck. Penny's right leg swung over Pyrrha's lap, putting her in the position of completely straddling her partner.

Pyrrha had to tilt her head back to continue her intense kiss with her partner, as the mechanical girl that was over her had now taken control. Every second Pyrrha stayed connected to her through their passionate battle, the world around her faded away. Her insecurities about the festival had washed away from her mind, the thought of letting down her teammates was nonexistent, and the Grimm seemed thousands of miles away. She was able to feel without worry, and the world outside of Penny erased around her.

Penny slightly pulled away from the warm embrace, only to share the same breath as the woman that sat encased under her legs. Pyrrha was breathing heavily, and Penny only opened her eyes into a slight gaze at the human before her.

"Am… Am I doing this good Pyrrha?"

Almost letting out a faint laugh at the A.I.'s question, Pyrrha clutched Penny's torso and pulled her in closer so that their bodies were together. She whispered softly into her ear:

"You are doing this _perfect_."

Instead of leaning back in for a kiss on her mouth, Pyrrha began planting a trail of smaller kisses down the side of the mechanical girl's mouth, across her jawline and onto the jet black and luminescent green fixing on her throat. Pyrrha nuzzled deep into the side of Penny's neck, allowing her tongue to trail ever so slightly as she embraced the crevice of her neck and collarbone with her mouth.

Penny tilted her head to the opposite side, allowing Pyrrha full reign over the entire length of her tender circuitry.

Although it was often protected with heavy emphasis in fights and battles, Penny allowed her guard to drop as the woman underneath her tenderly worshipped its entirety. She wondered how her most susceptible points of her body could be the ones that she could be the most vulnerable with to someone who treated her in this way.

Moving slowly up the A.I.'s body, Pyrrha trailed her hands along the curve of her figure, feeling the entirety of her partner that sat over her. As she came in contact with the soft white cotton shirt that covered Penny's upper half just short of her collarbone, she felt them: her suspenders.

She couldn't help herself any longer.

Pyrrha bit Penny's neck softly, to which the latter let out a soft moan. Although the entirety of her throat had been the only real visible indication of her being a robot, it still had the same sensitivity as the rest of the flesh on her body.

Penny had seen very little brushes of intimacy and physical contact. The only indications she had gathered in her life thus far was in her travels around Vale, where she had seen couples kiss and embrace, although _nothing_ like the way Pyrrha had explored Penny.

She understood the concept of human reproduction and what is "necessary" to do so, and how those of the same gender explored this concept, but experiencing this sort of intimacy for herself was much different than what she imagined. It wasn't a planned, in-sync, and coordinated effort, but instead something both parties lost themselves in.

It was more beautiful than she could've ever imagined.

Pyrrha imprinted several more of her love marks across Penny's neck and moved down to her collarbone, eventually trailing all the way to the leather straps that held her lower green and gray dress up. Pyrrha clutched the two suspenders, lowering her head to bite the strap set through her suspender's buckle.

With a cat-like tug, Pyrrha yanked the strap through the buckle and unfastened the pin, forcing the suspender to glide back across Penny's shoulder and fall slowly behind her back, as the dress that covered her torso fell down one one side, revealing more of her figure through her thin white blouse.

Penny's gaze met the powerful woman beneath her. Although the majority of her chest and lower body was now covered in the thick ember hair of her partner, she watched as Pyrrha swept across her chest and positioned her mouth to the other strap. However, she paused just short of actually fastening the strap between her teeth and looked up to meet eyes with her AI.

"Penny… Are you okay if we go further?"

Pyrrha looked sweetly at her partner, ensuring she would be okay if the experience between the two heated up. Penny smiled, still warm in the face from the trail of kisses Pyrrha had planted from her lips to her collarbone.

"O-Of course Pyrrha. I just may not know what to do as we go on.."

Pyrrha bit her lip.

"Then let me teach you."

With a coy smile, Pyrrha looked deep into the A.I.'s eyes as she once again unfastened the other strap with nothing but her teeth. Like a cord snapping apart, the remaining suspender flew behind Penny's back and her dress fell to her knees, still sitting over the fiery haired redhead.

Pyrrha exhaled with desire at the site. The long-sleeve white blouse fell just short of Penny's naval, leaving the flesh of her stomach, pelvis and upper thighs almost completely exposed. However, a little surprise awaited Pyrrha; where her core was located, Penny was wearing black panties with neon green lines running across the cloth horizontally and a small bow fastened on its side. Although it was unexpected, Pyrrha couldn't help but find the undergarments to be a turn on.

Brushing the orange curly hair of the A.I. out of her way, she leaned in close to Penny's right ear, resisting the urge to bite the tender skin.

"Do you trust me?" Pyrrha whispered in her ear, sending shivers across her back.

Penny begged. "Y-Yes Pyrrha… Please… Show me what it's like to feel like a human."

In an act of reversal, Pyrrha gripped onto Penny's lower bodice and used her pure strength to throw the A.I. back first onto her bed. The fiery redhead rose to her feet, standing before the vulnerable girl with her legs still covered in the falling dress. Using her two index fingers to clutch onto the band of the dress, Pyrrha slowly pulled the garment down her partner's long legs and dropped the green and gray dress onto the floor, revealing the entirety of the beautiful, sleek, black stockings that were outfitted on Penny's lower half.

Pyrrha's face reddened again, seeing the naive, gorgeous A.I. so perfectly placed on her bed. Her left leg had been slightly propped up as her other laid open across the bed, giving Pyrrha a perfect view of Penny's sensitive core, only covered by the thin black and green garment. Penny's hand clutched onto the neck of her blouse that remained draped across her abdomen.

Pyrrha crawled onto the bed. Using her semblance, she pulled the mechanical girl close to her and spread her legs open, feeling the heavy breathes Penny gave as the Amazonian woman controlled her body. Tugging her hair to her side, Pyrrha leaned down to Penny's hips and planted several tender kisses along the lining of her panties.

The ember haired redhead watched as Penny squirmed underneath her impassioned kisses, feeling the soft imprints leave their mark on her warm skin. Pyrrha slowly moved her hands across her figure and gripped Penny's thighs, holding her shaking legs in place as she kissed around her pelvis.

A turning point came as soon as Pyrrha moved her mouth over the black and green undergarment and began massaging with her mouth, to which Penny sporadically shook and moaned in response. Somewhat surprising Pyrrha, her head snapped up to look at her partner.

"Ahh!" Penny twisted under Pyrrha's grip. This spot on her core was by far the most intense nerve Pyrrha had touched on her. "W-What is this? It feels so good…"

Pyrrha grinned, loving the immense amount of pleasure Penny had gotten just from that light brush.

"It's just what we're looking for, love."

Moving her hands off of her legs, Pyrrha moved up Penny's body and intertwined her fingers between hers, almost as if to ground her from moving around too much as Pyrrha worked her magic.

The Amazonian woman bit the bow that laid at the edge of Penny's hips, effectively unraveling the binding that kept guarded the A.I.'s core. As the panties slipped off Penny's hips and onto the bed, Pyrrha was now face to face with her sex.

Although she hadn't expected a mechanical girl such as herself to possess fully detailed and functional "parts," the osculation before her pulsed a deep red and flesh color. Penny's arousal had been obvious, as her core was well lubricated (thanks to the newly activated nervous system reboot) and Pyrrha's sensual cooing across her body. Upon closer inspection, the bundle of nerves that throbbed at the top of her sex faintly glowed a neon green, which reminded Pyrrha of her partner's mechanical nature, something she had almost completely forgotten about.

This experience with Penny was… real, in almost every sense of the word. And she realized that just because Penny was full of metal and gears instead of organs and intestines didn't make her any less of a person than she was.

Pyrrha's tongue dripped out of her mouth, overtaken purely by the craving for sensuality. Slowly, the redhead laid her tongue on the A.I.'s core and began to swirl around the hyper-sensitive spot.

Penny bucked her hips, as she could barely handle the intensity of her partner's touch sweeping over her body. As their fingers were still intertwined, Penny clutched Pyrrha's hands tighter as if it were a release for the surges of pleasure. The A.I. let out a deep moan, completely uninhibited by any impulse control she had left.

Pyrrha continued caressing the sensitive spot on her partner with her mouth, like a ship sailing on the rugged, wild sea beneath her. With each different motion with her tongue, Penny reacted with a light moan and a pleasured shudder of her body. The waves of gratification on her essence pulsed in her very being, and Penny felt something building up inside of her.

Moving her hands from her partner's, Penny instead buried her fingers deep into Pyrrha's ruby red hair as she continued to pleasure the AI. Penny wanted - no, _needed_ her to dig deeper into her stimulus. Whatever she felt inside of her needed to come out, and she knew Pyrrha was the key.

"O-Oh Pyrrha! What… What are you-"

Pyrrha didn't allow the A.I. to finish. Using her polarity, the redhead pulled Penny's hips off the bed and into an arched position where she got full access to the girl's essence. Using her right hand, Pyrrha slowly trailed her hand up Penny's back and began to fit her digit inside of her.

"A-Ah!"

Penny moaned loudly, feeling pure bliss inside and out. Her body was pulsating heavily to the rhythm of her partner. Her hands dug deeper into Pyrrha's hair. She had never felt more alive than in that moment.

As Pyrrha worked her finger deeper inside of the A.I., the redhead continued to pleasure her sensitive bundle of nerves with her tongue. Penny's core was drenched with her wetness, making it easy for the finger to enter and exit her core and take advantage of the vulnerability of her position.

Penny felt it: the intense feeling that had been building up inside of her. It felt as if her insides were going to explode, yet the colossal amount of pleasure Pyrrha was giving to her sent shockwaves throughout her body.

She had to warn her what her body may do in a situation like this, her wiring wasn't meant to handle-

"P-Pyrrha!" She moaned her name. "I-I think I'm about to-"

It was no use. The pulsing orgasm took complete control of her body, and Penny's thighs snapped together, burying Pyrrha's head deep into her pelvis. Her hands pressed into Pyrrha's hair, slightly tugging on her as the redhead sent her over the edge. She wasn't able to restrain herself.

Her mind became static and her eyes rolled back. Penny's attempts of making an audible moan had been useless, as the sweeping feeling was too much for her mind to handle. Instead, she inaudibly opened her mouth and gasped heavily, as she had completely given up the reigns to the fiery redhead that was pleasuring her most vulnerable parts.

Penny had just experienced her first orgasm.

As she began to regulate her breathing and gradually gain back control, she released her grip of Pyrrha's head from her thighs. Her body momentarily became limp, and her legs crumpled outwards on the bed. Her body still pulsing, she slowly untangled her hands from Pyrrha's ember hair and put one hand over her mouth to cover the stray moans that aimed to escape her. The other hand remained rested on her abdomen, clutching her white blouse.

Penny breathed heavily. The world was spinning around her as she stared at the ceiling. Between the gasps for air, she was able to speak.

"That... was... sensational!" Penny giggled through her hand, as her mind was still fuzzy from the aftermath of her relief.

Pyrrha slowly lifted her head from Penny's core, watching the pleasured A.I. with a smile. Bringing a hand to her mouth, she laughed ever so slightly.

"That was wonderful." Pyrrha lifted her forearm to her lips, hiding the new mark that had been etched into her mouth. "Although… I'm afraid you may have shocked my tongue while you were having your 'moment!'"

Almost as clear as day, Penny could see the black streak running down the lower left side of Pyrrha's lip and slightly on the tip of her tongue. However, Pyrrha didn't seem upset at all. Instead, she had erupted into laughter regarding the surge of energy her partner had emitted from her core. Penny became embarrassed quick.

"Oh gosh! D-Did I electrocute you when you were down there? I'm so sorry!"

Pyrrha crawled forward, snuggling up close to the A.I. who was still laying on her back. She nestled her face in the nook of Penny's neck, allowing the bright orange hair to mix with the Amazonian woman's fiery red.

"Oh hush, you couldn't have known. I guess when you get overstimulated down there, your body surges with electricity at your core."

Penny blinked.

"Is that a bad thing?"

Pyrrha bit her lip.

"Actually… it's kind of hot."

She kissed Penny's neck through her thick curls.

"And don't worry, I've been shocked much worse from my teammate Nora."

Penny smiled, still feeling the static in her body wash over her from her orgasm. Everything felt right in her world for that moment, and the experience she had with the woman who was cuddling up with her now was worth any punishment General Ironwood could ever impose on her.

 _So this is what being a human is like._ Penny smiled. _I could get used to this._

Penny looked down at her partner. She had an idea.

"How about you now, Pyrrha?"

Pyrrha sat up, propping herself on her elbows and looking at the AI. She raised an eyebrow.

"Oh? And you think just from that experience, you'll know exactly what to do to pleasure me?"

Penny looked back at the redhead, altering the code in her programming ever so slightly. She had never thought of a day where this feature would be useful, but now that Pyrrha had taught her so much… she would be using this a lot more.

Pyrrha watched as Penny's whole right arm began to vibrate.

The redhead gave a breathy gasp, feeling herself getting wetter in anticipation of using their new toy. She grinned.

"Let's have some fun then, shall we?"

With her hand still vibrating, Penny pointed finger guns at the gorgeous and horny woman in front of her.

"Don't worry, Pyrrha. I'm _cum_ bat ready!"


End file.
